UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Keene Corporation
- --------------------------------------------------------------------
(Name of Issuer)
Common Stock
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(Title Class of Securities)
487315103
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(CUSIP Number)
David Klafter, Esq.
Gotham Partners, L.P.
237 Park Avenue
New York, New York 10017
and
Peter Golden, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 5, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[x]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 487315103 Page 2 of 7 Pages
---------------- --- ---
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P. 13-3700768
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X] (B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE IF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER 7 SOLE VOTING POWER
OF
SHARES 567,350
BENEFICI 8 SHARED VOTING POWER
ALLY
OWNED 0
BY EACH 9 SOLE DISPOSITIVE POWER
REPORT-
ING 567,350
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
567,350
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 487315103 Page 3 of 7 Pages
---------------- --- ---
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners II, L.P. 13-3863925
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X] (B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE IF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER 7 SOLE VOTING POWER
OF
SHARES 24,450
BENEFICI 8 SHARED VOTING POWER
ALLY
OWNED 0
BY EACH 9 SOLE DISPOSITIVE POWER
REPORT-
ING 24,450
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,450
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
14 TYPE OF REPORTING PERSON*
PN
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement") relates to
the shares of common stock (the "Shares") of Keene Corporation, a
Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 757 Third Avenue, New York,
New York 10017.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by Gotham Partners, L.P., a
New York limited partnership ("Gotham"), and Gotham Partners II,
L.P., a New York limited partnership ("Gotham II"). Each of
Gotham and Gotham II was formed to engage in the business of
buying and selling securities.
Section H Partners, L.P., a New York limited partnership
("Section H"), is the sole general partner of Gotham and Gotham
II. Karenina Corp., a New York corporation ("Karenina"), and DPB
Corp., a New York corporation ("DPB"), are the sole general
partners of Section H. Karenina is wholly owned by Mr. William
A. Ackman. DPB is wholly owned by Mr. David P. Berkowitz.
Messrs. Ackman and Berkowitz are citizens of the United States of
America, and their principal occupation is managing Gotham. The
business address of each of Gotham, Gotham II, Section H,
Karenina, DPB and Messrs. Ackman and Berkowitz is 237 Park
Avenue, 9th Floor, New York, New York 10017.
During the last five years, none of Gotham, Gotham II,
Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz (i) has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of the Shares purchased by
Gotham was $188,029 and the aggregate purchase price of the
Shares purchased by Gotham II was $6,518. All of the funds
required for these purchases were obtained from the general funds
of Gotham and Gotham II, respectively.
ITEM 4. PURPOSE OF TRANSACTION
Each of Gotham and Gotham II has acquired the Shares covered
by this Statement for investment purposes, and intends to
evaluate the performance of such securities as an investment in
the ordinary course of its business. Gotham and Gotham II may
seek to acquire additional Shares or to dispose of some or all of
the Shares which they beneficially own. Such actions will depend
upon a variety of factors, including, without limitation, current
and anticipated future trading prices for such securities, the
financial condition, results of operations and prospects of the
Company, alternate investment opportunities, and general
economic, financial market and industry conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Gotham owns 567,350 Shares as of the date of this
Statement, representing an aggregate of approximately 5.4% of the
outstanding Shares (based upon 10,441,960 Shares reported by the
Company to be outstanding in the Keene Corp. Second Amended
Disclosure filed March 11, 1996). Gotham II owns 24,450 Shares
as of the date of this Statement, representing an aggregate of
approximately .2% of the outstanding Shares. None of Section H,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz beneficially own any
Shares (other than the Shares beneficially owned by Gotham and
Gotham II).
(b) Each of Gotham and Gotham II has sole power to vote and
to dispose of all of the Shares beneficially owned by it.
(c) Since April 1, 1996, Gotham and Gotham II have
purchased the following Shares at the following prices, in each
case in open-market transactions on the NASDAQ:
<TABLE>
<CAPTION>
Gotham
------
Date Number of Shares Price per Share
---- ---------------- ---------------
<S> <C> <C>
4/30/96 10,000 $.33
5/1/96 15,000 .35
5/2/96 10,000 .385
5/9/96 57,000 .43
5/13/96 21,500 .45
5/14/96 88,200 .423
5/23/96 19,600 .43
5/24/96 16,650 .45
6/5/96 9,800 .42
6/14/96 58,800 .43
<CAPTION>
Gotham II
---------
Date Number of Shares Price per Share
---- ---------------- ---------------
<S> <C> <C>
4/8/96 20,000 $.23
5/13/96 500 .45
5/14/96 1,800 .423
5/23/96 400 .43
5/24/96 350 .45
6/5/96 200 .43
6/14/96 1,200 .43
</TABLE>
Except as described above, none of Gotham, Gotham II,
Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz has
effected any transactions in the securities of the Partnership
during the past sixty days.
(d) and (e). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None of Gotham, Gotham II, Section H, Karenina, DPB, Mr.
Ackman or Mr. Berkowitz is a party to any contract, arrangement,
understanding or relationship with respect to any securities of
the Company, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or
option agreements, puts or calls, guarantees of profits,
divisions of profits or losses or the giving or withholding of
proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
June 14, 1996
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: Karenina CORP.,
a general partner
By: /s/ William A. Ackman
---------------------------------
William A. Ackman
President
GOTHAM PARTNERS II, L.P.
By: Section H Partners, L.P.
its general partner
By: Karenina CORP.,
a general partner
By: /s/ William A. Ackman
---------------------------------
William A. Ackman
President
